Last checked at 15 Dec 2011 07:00
Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
15 December 2011
INDICATIVE PROPOSAL REGARDING A NEW PARTIAL CASH OFFER FOR UP TO 60,240,964 OF THE COMMON SHARES OF OMEGA INSURANCE HOLDINGS LIMITED ("OMEGA") BY HAVERFORD (BERMUDA) LIMITED ("HBL")
HBL notes the announcement made by Omega on 13 December. The partial cash offer (the "Old Offer"), announced on 12 September 2011, lapsed on its terms and not through any breach by HBL.
In light of the very significant and unexpected deterioration in the financial position of Omega indicated by the third quarter statement issued on 18 November 2011, and the information subsequently provided by Omega to HBL, HBL made an indicative proposal (the "Proposal") to Omega on 29 November regarding a potential new partial cash offer (the "New Offer"). To date, Omega has not responded to the Proposal. A meeting was arranged between HBL and Omega for Thursday 8 December, but was cancelled by Omega on short notice. HBL remains open to discussions.
HBL confirms that the hearing convened by the Delaware Insurance Commissioner (regarding the Old Offer) was postponed until further notice by the Insurance Commissioner. The postponement was announced by the Insurance Commissioner on Monday 5 December.
The New Offer would be substantially on the same terms, and subject to similar conditions, as the Old Offer, save as follows:
(i) the New Offer would be at a fixed price of 74p in cash per Omega Share (with no Dutch auction), again for up to 60,240,964 Omega Shares, with an initial closing date of 31 January 2012; and
(ii) HBL would agree (a) for a period of three years, not to vote in favour of any resolution seeking to de-list Omega from the UKLA's Official List or from trading on the London Stock Exchange's main market for listed securities, unless a de-listing is proposed pursuant to a merger or acquisition that, in HBL's reasonable opinion, is in the best interests of Omega, and (b) that HBL would support Omega complying with the provisions in the UK Corporate Governance Code which deal with the appointment and role of the Senior Independent Director.
The making of the New Offer is conditional upon (i) HBL and Omega entering into a new implementation agreement (the "New Implementation Agreement") substantially on the same terms, and subject to similar conditions, as the Implementation Agreement which applied to the Old Offer, with the exception of the new provisions set out above; (ii) Omega answering satisfactorily all outstanding enquiries raised by HBL, primarily regarding Omega's capital position and keeping HBL updated as to all material developments; and (iii) agreement on the future strategy for Omega in light of the change in its financial position.
If agreement is reached, a joint announcement would be made, and a new offer document setting out the full provisions of the New Offer (the "New Offer Document") posted to Omega Shareholders (other than to persons resident in a Restricted Jurisdiction) in due course.
HBL remains interested in acquiring a significant shareholding in Omega and in working with Omega's management and employees to address Omega's significant current challenges and to simplify and refocus Omega's business in order to maximise its future business opportunities, long-term profitability and value. HBL also recognises the desire of Omega's shareholders to bring a conclusion to a prolonged period of uncertainty regarding their investment in Omega.
Enquiries:
Citi(Financial Adviser to Haverford (Bermuda) Limited) Tel: +44 (0)20 7986 4000Basil GeogheganJohn SandhuCyrille Cotte
Powerscourt Tel: +44 (0)20 7250 1446(Public Relations Adviser to Haverford (Bermuda) Limited)Giles SandersonNick Dibden
Terms and expressions used but not defined in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the offer document posted to Omega Shareholders on 27 September 2011.
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the New Offer or otherwise. If made, the New Offer will be made solely pursuant to the terms of the New Offer Document, which will contain the full terms and conditions of the New Offer, including details of how to vote in respect of the New Offer. Any decision in respect of, or other response to, the New Offer (if made) should be made only on the basis of the information contained in the New Offer Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
Takeover Code disapplication
As Omega is incorporated and has its registered office in Bermuda, the Code does not apply to the Old Offer and is not expected to apply to the New Offer. Pursuant to Regulation 87 of the Omega Byelaws, the Omega Board may determine that the whole or part or the Code shall be deemed to apply to any offer for Omega. However, pursuant to the terms of the Implementation Agreement, Omega and HBL have agreed that the Code will not apply to the Old Offer and it is expected that, pursuant to the terms of the New Implementation Agreement, the Code would not apply to the New Offer. Omega and HBL have acknowledged that the Takeover Panel does not have jurisdiction over the Old Offer and it is expected that the Takeover Panel would not have jurisdiction over the New Offer.
Omega Shareholders should be aware that one consequence of the Code not applying to and the Takeover Panel not having jurisdiction over the Old Offer or the New Offer is that any dispute relating to either the Old Offer or the New Offer (including their Conditions) shall be judged by English law, and that any court would apply its own established sets of rules and standards of interpretation when deciding the merits of any such dispute. Accordingly, courts, when applying such rules and standards of interpretation, may not take account of, amongst other things, previous Takeover Panel rulings, practice statements and annual reports.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purpose of complying with the laws of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The New Offer will not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the New Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement and any formal documentation relating to the New Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement and all documents (including custodians, nominees and trustees) relating to the New Offer should observe these restrictions and should not mail or otherwise forward, distribute or send this announcement or documents relating to the New Offer in or into or from any Restricted Jurisdiction.
Notice to US holders of Omega Shares
The New Offer would be made for securities of a Bermuda company and Omega Shareholders in the United States should be aware that this announcement, the New Offer Document and any other documents relating to the New Offer have been or will be prepared in accordance with UK and Bermuda law and UK disclosure requirements, format and style, all of which differ from those in the United States. Omega's financial statements, and all financial information that is included in this announcement or the New Offer Document or that may be included in any other documents relating to the New Offer, have been or will be prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and may not be comparable to financial statements of United States companies.
Omega and HBL are both companies incorporated under the laws of Bermuda. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of HBL and a majority of the assets of Omega are located outside the United States. As a result, it may not be possible for Omega Shareholders in the United States to effect service of process within the United States upon Omega or HBL or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Omega or HBL or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in Bermuda in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.
Financial adviser
Citi, which is authorised and regulated in the UK by the FSA, is acting exclusively for HBL and no one else in connection with the Old Offer and proposed New Offer and will not be responsible to anyone other than HBL for providing the protections afforded to clients of Citi or for providing advice in relation to the proposed New Offer or any other matters referred to in this announcement.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Omega and certain plans and objectives of HBL with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by HBL in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. HBL does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Responsibility
The HBL Directors (all of whose names will be set out in the New Offer Document, if issued) accept responsibility for the information contained in this announcement relating to HBL, HBL Group and themselves and their immediate families, related trusts and connected persons. To the best of the knowledge and belief of the HBL Directors (who have taken all reasonable care to ensure that such is the case), such information for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing disclosure requirements
Although the Code does not apply to Omega and would not be expected to apply to the New Offer, Omega Shareholders and persons considering the acquisition or disposal of any interest in Omega Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UK Listing Authority and other applicable regulatory rules regarding transactions in Omega securities.